Legal Question in Business Law in New Jersey

In which state should I incorporate my business?

I was wondering what the best state is in which to incorporate a business. It will be a corporation (S-Corporation), and I will live and work in New Jersey. I have looked into Delaware and Nevada, but was wondering what the pros and cons are to both, and which I should choose. Or, should I simply choose New Jersey?


Asked on 3/13/04, 5:18 pm

2 Answers from Attorneys

Ronald Cappuccio Ronald J. Cappuccio, J.D., LL.M.(Tax)

Re: In which state should I incorporate my business?

Since your business and residence are both in NJ, that is most likely the best choice. If you were to register in DE or NV you would still have to file as a "foreign" corporation in NJ. Why are you selecting a Corporation instead of a LLC? For most small businesses, the LLC is a better and less expensive choice. I have a section on my website to help guide you with the choice of business entity. Please see http://www.taxesq.com/choice.asp

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Answered on 3/13/04, 11:07 pm
Walter LeVine Walter D. LeVine, Esq.

Re: In which state should I incorporate my business?

If the business will be conducted in NJ, it would appear irrelevant where you incorporated, as you would still be required to register the business in NJ and file a NJ corporate return, paying taxes on NJ based income. My suggestion, however, if you want the benefits of an "S" corporation (the individual owner pays the tax on the income, not the corporation) as well as limited liability, is to form a LLC in NJ. If you are a one-man operation you need no separate return, as you report the income/loss on Schedule "C" to your personal return. If there are 2 or more owners, you file Form 1065, a partnership return, but the income/loss passes to the partners as in a "S" corp. However, in lieu of the NJ corporate minimum tax of $500 you would pay a fee of $150 per LLC member. Thus, a LLC may accomplish what you desire at a lower tax/accounting cost. If you need assistance forming the LLC or "S" corporation, contact me.

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Answered on 3/15/04, 12:35 pm


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